Nightshade: The Return
by Wolf Skinchanger
Summary: Nightshade has returned to prehistoric Earth, but not unnoticed. A new threat will emerge, and as Nightshade rises to face it, he must also defeat his greatest foe: Himself. BW Third Season. Second in the Nightshade Saga.
1. Old Friends

Disclaimer- I'm only going to say this once, so listen up. I'm not making any money off of this, nor did I ever intend to. So tell your lawyers to leave me alone.

Nightshade and Philaemos sprang from my mind. If you need them specifically, I'm willing to share, so long as I'm informed.

* * *

**­-Old Friends-**

"Come on, _come on!_"

Rhinox's hands flew over the console. The long-range scanner had picked up an object falling from orbit, but Energon interference was preventing Rhinox from identifying it.

"You've found something, Rhinox?"

Rhinox turned and saw Optimus Primal approaching for a better view of the computer screen.

"'Stumbled across' would be a more accurate term, but yeah." Rhinox turned back to the console and made another attempt at breaking through. "And if I can get a fix on it, maybe we can figure out what it is."

The screen beeped, indicating a lock on the object. The Maximals looked at the profiling readout.

"Too smooth for a meteor," Rhinox thought aloud. "It doesn't have the same energy signature as the alien structures. And all of the stasis pods were knocked out of orbit when the alien beam was activated. So what is it?"

"It looks familiar, but I'm not sure." Optimus frowned. "Where's it headed?"

"Give me a cycle to calculate the trajectory... It's aimed right for the cliffs where the _Axalon_ was."

"Hmmm... I'm sending Cheetor to take a look."

"Alone? Are you sure that's safe?"

"If that's what I think it is, then he'll be fine. Keep an eye on it, and inform me at once if there's a significant change in its flight pattern."

* * *

Cheetor was becoming frustrated. Normally, he'd feel right at home in the middle of a jungle like this, but it was really foggy, and he preferred it when he could see any potential threats approaching.

Besides, he hadn't come all the way out here to look at scenery. He'd been sent by Optimus to scout for... something, back at the cliffs, but there was nothing there. And then Optimus sends him to this misty place, where there's _still_ nothing. Might as well--

"Freeze, Freckles!"

Cheetor stopped. This was just great. While he'd been ranting to himself about not seeing anything coming, someone was taking the time to come after him, and now had a hand on his back. Even with the speed of his Transmetal 2 body, Cheetor had no delusions. He knew that this guy could pull the trigger before Cheetor took another step. And judging from the seriousness in that voice, he would, too.

Wait. Was it his imagination, or was that voice familiar? "Say that again?" Cheetor asked cautiously.

"Freeze, Freckles," the voice said again, and Cheetor realized there _was_ something familiar in that voice. Something that sounded suspiciously like...

"Nightshade!" Cheetor yelled happily, turning around.

"Hiya, Speedy," Nightshade replied. "Miss me?"

"Yeah, Franken-bot! What you been up to?"

"Me? What about _you?_" Nightshade looked up and down Cheetor's new body. "This is _not_ the Cheetor that I left behind. What in slag happened?"

Cheetor shuddered. "That's a long and _very_ ugly story. And not one that I feel like reliving right now."

"Well, I would like to hear it sometime."

"Sometime, maybe. But not today. Where's your scouter this time?"

"Not far from here. I was waiting for you to get close enough to approach."

"Why not just call?"

"I didn't know what channel you were on, and I couldn't risk an open transmission. Any number of Preds could pick up on it."

"Right. Was that you in the cliffs, too?"

"Yeah. I though I'd come and find the old team, but there was no traceable sign of the _Axalon._ I'll need you to take me and _Alpha Seven_ to the new Maximal base."

Nightshade flew off, with Cheetor in hot pursuit. A few cycles later, the _Alpha Seven_ materialized from the mists.

"Computer," Nightshade said, stepping up to the hatch on the side of the craft. "Process voice recognition command."

"Nightshade: Confirmed."

"Open outer hatch."

The small ship complied, and Nightshade climbed in, pushing up on the release lever to close the door.

The craft left the ground, hovering a few feet in the air, and Cheetor heard Nightshade's voice come from a speaker in the front.

"Lead the way, Little Cat. I'll follow you. Just don't try any of those 'golden rocket' tricks I know you for."

"You ain't seen nothin' yet, Nightshade," Cheetor replied. "And one of these days, I'll show you what you've been missing." He ran off.

Nightshade quickly piloted _Alpha Seven_ above the trees, keeping a lock on Cheetor's energy signature to follow.

* * *

**-End Chapter One-**


	2. Catching Up

**-Catching Up-**

It hadn't taken long for Cheetor to lead Nightshade back to the volcano, where the black robot had once again hidden _Alpha Seven_. Cheetor was now showing Nightshade around the new place, while telling him some of the things that had happened in his absence.

"Oh, and there's something you've _got_ to see," Cheetor said, steering Nightshade into the _Ark._ Nightshade's processor nearly overloaded as he looked at the blank faces of the Transformers within.

"Megatron..." he said in amazement. "The original Decepticon commander, and he'd later become my creator, Galvatron." He looked past Soundwave, settled his optics on Ironhide for a cycle, and then shifted his gaze to Prowl. "This place is a historical _gold mine._"

Then Nightshade's optics registered the sight of something he never thought he'd see in person.

"Optimus Prime." Even nonfunctional, the Autobot commander was a powerful presence. Nightshade dropped to one knee before Rodimus Prime's predecessor.

* * *

"It's nice to see you again, Nightshade," Optimus said.

"Been a while on my end," Nightshade replied, looking up... and up... and up a little further, at Optimus Primal. "I'd say it was nice to see _you_ again, but you don't look like you anymore."

"It's a long story. One that started almost immediately after you left last time."

Nightshade had gotten a proper feel for the new Maximal base, and was now greeting his old comrades.

"This place remains infested with vermin, I see," he said humorously, looking at Rattrap.

"Yeah, it's funny, but not much changes around here," Rattrap retorted. "Except maybe the occasional allegiance."

"All right, I suppose I deserved that one." Nightshade turned serious. "But I'd advise against pushing it further."

"What, can't you take a joke?"

"Oh, I can _take_ one well enough, but I flatly refuse to _be_ one. Savvy?"

"Well, okay. Guy can't take a joke; what are you gonna do?"

Nightshade turned his head, and smiled sideways at Rattrap. "Given our proximity, I'm gonna breathe through my mouth."

Cheetor stepped in, saving them from further unpleasantness with a minor announcement. "I forgot to tell you before; there's another crossbreed on the team."

Nightshade turned toward Cheetor. "Another like me?"

"Yeah, and we call them 'Fuzors' now."

"'Fuzors.'" Nightshade considered this information. "Interesting choice of terminology. So where is the other me?"

"I sincerely doubt there will _ever_ be another you," a voice said from behind him. Nightshade turned to see a white robot with gold trim and large bird's wings stepping forward. "It's Nightshade, isn't it? My name is Silverbolt. I've heard good things about you. It's quite an honor to finally meet you face to face."

"Yeah, I'm glad to meet you too." Nightshade smiled.

"Well, give us the scoop," Cheetor said eagerly.

"What scoop?" Nightshade asked, puzzled.

"Oh, for bootin' up cold!" Rattrap said. "We thought you were dead!"

"I was. It sucked. I came back."

"Huh?"

"What, did you want details?" Nightshade laughed. "Rodimus Prime was concerned about a potential Decepticon uprising on Earth, and sent me to Africa to investigate and infiltrate as necessary. I remember landing on Kilimanjaro, and seeing some kind of white skull... then darkness. When I awoke, I was told that persons or life forms unknown had scrapped me, and that Perceptor, by using temporal technology, had gotten there in time to place my fleeing spark in a prototype containment unit. I remained in Repair Bay Zeta until my body was rebuilt, and then I left, and came back here. It was simply never reported that I'd been revived."

"Death does not sever all ties," Optimus said. "I should know; I died once, too."

"Huh. Well, it cut _my_ strings quick enough. But then, I didn't have that many to begin with."

"So, how'd it go with Rodimus?" Cheetor asked. "You know, after you learned the truth about your origins?"

"He's a total motorhead," Nightshade replied. "As it turns out, the whole thing was a test. He wanted to see how far I would go to earn my answers."

"That why you burned your bridges, and came back here?" Rhinox asked. "Your old commander's a motorhead?"

"Yeah, that too, I suppose." Nightshade smiled again. "Truth be told, though, I _really_ needed a change of scene. And this was the only place I had left to go." Then he paused, looking around. "There's someone missing, though. What happened to my old sparring partner? Where's Dinobot?"

All around the room, faces fell sadly.

"Oh, slag." Nightshade looked from one Maximal to the next. "How did he die?"

"With the last of his power," Optimus answered, "he single-handedly saved the valley that the entire human race would rise from."

"Truly then, he lived and died by his honor." Nightshade knelt for the fallen warrior.

"But life goes on for the rest of us," Rhinox said.

"We gotta finish what Chopper-face started," Rattrap added.

"I don't understand," Nightshade said uncertainly, raising his head.

"Megatron has targeted the _Ark,_" Optimus explained. "The ultimate risk, for the ultimate prize. He's trying to rewrite history in his favor."

"But we _cannot_ let our friend's death be in vain," Silverbolt said.

"We have to protect this place," Cheetor said.

"Then so be it." Nightshade stood up, flaring his wings aggressively. "For my friend, I shall do my part as well."

Flapping his wings, he shot into the air, landing on the floor of what was left of the _Axalon's _bridge. From there, he looked directly at Optimus Primal. "I've got nothing to draw me back, so I'm here to stay. And this time, my loyalty is right here, from start to finish. You have my oath on that."

"I'm glad to hear it, Nightshade," Optimus said. "And now that that's said, there's still some new friends for you to meet."

* * *

"There has been a disturbance in the time flow," a green-eyed Vok said. "Location: Nexus Earth."

"Impossible," said a red-eyed skull. "That project was terminated."

"The Nexus was destroyed, but Earth remains. And Nightshade has returned there."

"He has risen again?"

"That, he has. And I thought it was finished when you destroyed his body on that mountain."

"I am not at fault," the crimson-eyed Vok protested. "There was no way of anticipating the use of temporal manipulation by the one called 'Perceptor.'"

"Indeed not. And he cut it too close. We cannot return to the mountain to finish the job without arousing further suspicion. But the combined force of Nightshade and the Maximals on Nexus Earth could prove to be a great threat to the time-stream. You know what we must do."

"You are not suggesting that we send... _that?_"

"Yes. It is the only remaining option if we wish to end this."

"But once released, there is no guarantee that we will be able to control it."

"I'm well aware of the risks. I will send it with an ultimatum. If Nightshade refuses to answer, it will destroy him."

"If we do not determine the nature of the beast before we set it free, it will end by devouring us all," the red-eyed Vok said.

"Which is why _you_ are in charge of forming a contingency plan," his emerald-eyed partner countered.

At these words, a glowing white sphere formed from nothing, and quickly flew away.

* * *

**-End Chapter Two-**


	3. New Friends

**-New Friends-**

Without warning, a thick thread hit Nightshade's back, right between his shoulders. Instinctively, Nightshade wrapped his wings loosely around himself as a blue web extended from the thread, trapping and hoisting him forcefully into the air, where he was grappled and pushed against the wall.

"I told you, one day you'd find yourself in my web," a familiar voice said. "And then you'd be sorry you messed with me."

"Blackarachnia, stand down!"

"Awww," the spider complained. "Can't I play a little longer?"

"Release Nightshade, now."

"I've got it covered, sir." Nightshade pushed against the web with his wings, opening a space in front of him. He then tensed his fingers, extending a set of claws, and with a single downward swipe between his wings, cut away the threads. Landing lightly on his feet, he took a short bow.

"When did you get that feature?" Cheetor asked.

"I might not always act like it, but I take threats very seriously," Nightshade replied, holding up his hand. "Before I came back, I had these installed for just such an occasion as that one being carried out." He relaxed his hand, retracting the claws, and turned to smirk at Blackarachnia. What he saw was not what he expected, however, and he ended up merely staring instead.

"Go ahead," the spider said after a few clicks, breaking the trance. "Say it."

"Say what?" Nightshade asked.

"You know what you want to say," Rattrap replied, drawing the dark cat's attention. "So say it."

"You want me to say it?"

"Come on," Cheetor said. "Say it."

"You all want me to say it?"

"Something is on your mind," Silverbolt said. "Please, speak."

"Woof, woof."

"Be serious, Nightshade," Optimus said. "Yes, we all want you to say it."

"I can find no Cybertronian terminology _to_ say it."

"Then say it in human terms," Rhinox said. "If you still have Ravage's memory, you should be familiar with the language."

"All right." Nightshade turned back toward Blackarachnia, unafraid to face her directly. "You look like a hell-forged harlot."

"Why, you dirty--"

Nightshade turned to see Cheetor and Rhinox holding back a very angry Silverbolt.

"You have insulted my lady," the wolf said, pulling a feather sword from his wing. "And you will pay for it."

"Let it go, Silverbolt," Blackarachnia said.

The white Fuzor pointed the sword at Nightshade. "You heard what he said--"

"He didn't say it until we all _asked_ him to say it, Bone-brain," the spider replied. "Let it go."

Silverbolt calmed himself, and replaced the feather. "Yes, dear."

"And it's over, just like that?"

Everyone turned to look at the blue robot with large airfoil-style wings.

"How long have you been listening?" Nightshade asked.

"Long enough," the manta replied. "There was a commotion. It woke me up. I came to see what was going on." He smirked. "Thanks for the entertainment."

"I don't remember you from the last time I was here."

"Then you would be Nightshade."

"Yes. But you have me at somewhat of a disadvantage. I don't know who _you_ are."

"I'm tired, and I'm going back to bed." The manta turned on his heel and walked away.

"What's up with him?" Nightshade asked, once he'd gone.

"Don't mind Depthcharge," Cheetor said. "He just has a lot of issues."

"I can understand that, but still... if he's our friend, then how have our _enemies_ changed?"

"Well..."

* * *

"Hmmm..." Nightshade said, thirty cycles later. He tapped his chin, processing everything that had been said about Megatron's army. "Interesting. So Megatron's a dragon, he's taken a crab's loyalty by force, and he's brought back Dinobot as a Transmetal Two."

"You don't seem shaken by that," Rhinox said.

"Should I be?"

"I thought you'd be more affected by the fact that your old friend is working for Megatron."

"Megatron has dishonored my friend by creating another raptor, who uses my friend's name. That affects me, yes. And if ever we should run into each other, I will likely want to kill this new raptor for serving Megatron. But I will not actively pursue him solely to kill him. Megatron remains the truly guilty one."

"You're taking it well, then," Optimus said.

"I do not become angry unless I can do something about it. If something happens that I can't do anything about, I just slap it onto the list of other issues I have. Right after dying for a second time, and _still_ not knowing which Autobot I was before I died the first time."

"Anything we can do about that?" Silverbolt asked, concerned.

"I doubt it. I suspect Galvatron put safeguards against my original memories. Assuming they remained even moderately intact, that is."

"Do you remember _anything?_" Cheetor asked.

"If I concentrate hard enough, I can remember a face. Shifting through Ravage's memory, I've identified it as the image of a human named Sparkplug, but the instance to which I refer does not tie in with any recorded encounter between Sparkplug and Ravage. This suggests that it is one of _my_ memories, from whoever I was before Galvatron turned me into Ravage, Jr."

"Before Galvatron came on the scene, _every_ Autobot knew Sparkplug in some way," Rattrap said. "That doesn't narrow it down much."

"Well, that's what I got, see," Nightshade said, putting up a comical mobster accent. "So either take it or leave it."

This earned small chuckles all around.

* * *

**-End Chapter Three-**


	4. Fear and Anger

**-Fear and Anger-**

A solar megacycle later, Nightshade wondered if coming back to prehistoric Earth hadn't been a mistake.

He knew he couldn't return to Cybertron; he'd been lucky to make it into transwarp space without being discovered. But all the same, Nightshade was becoming increasingly tense as time went by, and he began to fully understand the situation.

Silverbolt maintained a level of faith that Nightshade would turn it around; in many ways, this was making it worse for the black cat.

"I should've been more prepared," Nightshade groused, wincing with each step as he walked through the hatch in the blast doors.

"I don't blame you, Nightshade," Silverbolt said from behind him, carefully supporting his injured eagle's wing. "It was your quick thinking that got us out of there when Dinobot attacked."

"I _saw_ the pinpointer beam on you, and I couldn't even stop him from shooting you."

"But you _were_ able to catch me when I fell. And drilling into the rock wall above Dinobot with your sonic weapon was a stroke of genius."

"If I had heard him coming, we would've been long gone before he found us."

"Do you know that for certain?"

"The only thing I know for certain is that I don't know anything for certain. And that's the problem."

* * *

"Something's troubling you, Nightshade," Optimus said, intercepting the black cat as he emerged from the Restoration Chamber. "What's wrong?"

Nightshade sighed heavily. "I don't know. Lately it seems like I'm doing more harm than good here."

"That's not true."

"In a pig's eye," Nightshade scoffed. "It's only been a solar megacycle since I came back, and that's the third scout patrol I've bungled up. You can't deny that."

"I suppose not," Optimus conceded. "But that doesn't mean you can't do better. Just stay focused on who you are."

"Easy for you to say. Even across time, space, death, and reality, you know who _you_ are." Nightshade pushed past the Maximal commander. "I don't have that luxury."

* * *

"Now where are you going?" Rattrap asked.

"Why do you care?" Nightshade asked.

"I _don't,_ really. But Optimus asked me to keep an eye on you."

"I'm going to finish my scout patrol." Nightshade walked past Rattrap toward the blast doors. "And I'll do it alone, if it's all the same to you."

"Scouting the enemy. Right." Rattrap smirked as Nightshade walked by, but didn't turn around to face him. "Looking to find an open position?"

Nightshade's reaction was instantaneous. In one swift motion, he spun on his heel and with an angry roar, transformed to beast mode in mid-pounce.

Rattrap had just enough time to turn his head before he found himself pinned face-down to the floor, with a set of large teeth no more than six inches from his face. It was all he could do to keep himself from screaming as Nightshade growled an answer.

"Actually, I happened to find one on a previous scouting outing. As it turns out, Megatron's taking applications for an assassin. But there's a small stipulation: To prove I'm up for the job, I need to kill something. Care to volunteer?"

Rattrap could only stutter helplessly.

"Is that a no? Then I _strongly_ recommend you _don't go that way again!_"

"_Nightshade! Stand down NOW!_"

Nightshade turned his head toward Optimus Primal. The black cat had never seen him look so slagged off--and in Nightshade's current mindset, that gave him a perverse sense of pride. Whipping his head back to face Rattrap's, he gave a final menacing grunt in the rodent's ear before pushing against his wheels and taking to the air.

Optimus watched as Nightshade made a wide loop around the cavern and perched on the Maximal commander's shoulder like the gargoyle he was. At such close range, Optimus could easily see the fierce anger in the Fuzor's eyes.

"You were there, and you heard me," Nightshade said, looking back at Rattrap. "I told him not to push it further."

"Drop dead, Nightshade," Rattrap said, picking himself up.

"Already have," Nightshade replied curtly, launching himself toward the opening blast doors.

"Encore."

"Did that too. Not my fault you missed it."

The huge gate resealed behind him with a sharp _thunk._ After a few clicks, Optimus turned toward Rattrap.

"Why do you provoke him like that?" he asked. "You know he's not at his peak--"

"That's just it, Fearless Leader," Rattrap said. "I _do_ know. And I know _why._ He doubts himself, and he's angry with himself for it. Anger might help you keep moving, but how do you hate yourself?"

"I don't know."

"Exactly. If you can remember what it's like to have something concrete to center your focus on, you'll be fine. But you gotta _want_ to, or your focus will slip away, and you'll just end up chargin' blind. Only one way to go when that happens: Down."

"Insightful. But that doesn't answer my first question: Why did you provoke him?"

"By making Nightshade hate me, instead of himself, I gave him something he'd want to focus on, as only I can. Maybe that's cruel, but it's always worked for me."

"How'd you know he wouldn't just scrap you?"

"He let _you_ live, didn't he? I'm bettin' he wouldn't kill a helpless victim, even to save his own life. That's why I didn't turn to face him before he pounced."

"I never thought I'd see the day you'd do that for anyone, and it's no secret that you can't stand Nightshade. Why would you do that for him?"

"You're right, I don't like him. But there's a bigger picture to worry about. If you need a reminder of that, take another look at the guy whose spark gave you that body."

Rattrap started walking toward the scanner console, talking as he went. "Anyway, you gotta admire his bravery. Not many can call Blackarachnia a hell-forged harlot and expect to live long afterward. Especially not with Sir Drools-a-lot in the same room."

"And you weren't scared?"

"What, you kiddin' me? With every 'error' command I got screamin' at me that I was makin' a huge mistake?" Looking back at Optimus, Rattrap smirked casually. "I was scared outta my cheese-covered mind."

* * *

Nightshade pulled his large ear away from the door, stood up, and ran from the base before anyone could accuse him of eavesdropping.

_Rattrap's right,_ he thought, as his wings filled and his feet left the ground. _I do need something to focus on. But what do I have left?_

* * *

Half a megacycle later, Nightshade was still pumping his wings, power gliding through the treetops, dodging branches up, down, left, and right, and scanning the forest floor below him for any trace of Predacon activity.

It was tiring work, moving that fast, and while his bat's sonar was a big help, Nightshade had to use it carefully. Silent to basic audio receivers, it could nonetheless trigger any number of sonic sensors if he fired it at the wrong time.

With the leaves blocking most of the view above him, however, he had no idea he was already being followed.

* * *

**-End Chapter Four-**


	5. Close Encounter

**-Close Encounter-**

With all of the effort Nightshade was putting into dodging branches, Waspinator and Inferno had no trouble keeping up, simply by flying above the trees. The problem was going to be getting a shot in.

The wind in his ears prevented Nightshade from hearing their flight systems, but each of the two was certain that the sound of their guns would alert him. It had to be the kill shot or nothing, and neither of them was too keen on taking the shot. They hadn't forgotten that chain-sparring match when he'd slagged all their butts.

"Perhaps we should simply return to the nest," Inferno said. "Our queen is more than capable of dealing with the traitorous mutant."

"Megatron said 'scrap any Maximal you find,'" Waspinator replied. "Waspinator will follow orders. Will keep following Gargoyle-bot. Waspinator just waiting for good shot. Ant-bot can go hide behind Megatron if Ant-bot wants to."

Unable to stand for such a blatant accusation of cowardice, Inferno took aim.

* * *

_I thought I heard voices,_ Nightshade thought, seeing a glint of metal above him. _And that confirms it._

Flaring his wings and braking suddenly, he let Waspinator and Inferno get ahead of him, then fired off a sonic beam. Before Inferno could correct his aim, the beam slammed into his engine, knocking off one of the rotator fins.

Thrown off balance by the sudden change, Inferno crashed into the trees. Knowing he might call for backup, Nightshade finished him quickly. Turning around, he saw Waspinator had already flown away.

"Slag. It only takes one to sound the alarm. I should get outta here, before reinforcements arrive."

Bursting up through the treetops into the open sky, Nightshade headed back to the _Ark._

_There is my quarry,_ the sphere of light said to itself, having watched the scene from above. _My mission begins._

* * *

**-End Chapter Five-**


	6. Ultimatum

**-Ultimatum-**

Knowing it would need a fresh supply of energy, the shimmering ivory orb launched itself at Waspinator, allowing the insect an eyeful.

Not knowing what to make of it, Waspinator activated his com-link. "Waspinator to Megatron."

The red dragon replied swiftly. "Megatron here. Report."

"Gargoyle-bot has slagged Inferno. Waspinator got away, but now sees strange light; same size as Transformer spark, but--_Aaarrrggghhh!_"

Without warning, the sphere had fired itself straight through Waspinator's spark chamber, immobilizing him faster than an Energon surge. The orb then started circling Waspinator's body, scanning him from every angle as he hung motionless in the air.

_This one is spectacularly unimpressive. But he will do, to start with._

* * *

Nightshade heard a buzzing sound approaching from behind. Turning his head, he saw Waspinator in beast mode flying toward him on an intercept course. As no one else was providing backup for the insect, Nightshade decided to have some fun with him.

"Coming back to take your punishment, bug?" he taunted.

"Far from it," Waspinator replied.

Nightshade bristled up. He couldn't help it. Whatever this thing was, it wasn't Waspinator talking. And something about the penetrating, ghostly voice that came from its mandibles was... familiar, somewhow. "What the Pit are you?"

"I?" the impostor asked, feigning humble surprise. "I am but a simple messenger."

"No 'simple messenger' could possess a person's body. Even if that person _is_ Waspinator."

"I am a being of energy. I have copied the form you see before you, that I may speak with you in a manner you will understand."

Nightshade calmed himself slightly. "Then let us speak as people, rather than beasts. Nightshade, maximize."

"It is of no consequence to me," the doppelganger said, as it watched the Fuzor's transformation. "But very well." The copy of Waspinator's body transformed into robot mode.

"Speak your piece," Nightshade said curtly.

"First and foremost, I want you to understand," the messenger said, "you can't beat us."

"'Us'? You're one of the white skull things that attacked me?" Nightshade asked. "I've got no need to beat you. I just want to go my way."

"I know the feeling. In your current position, however, you have become too great a threat for us to let you do that."

"What happened to 'can't beat us'?"

The doppelganger ignored the question. "I am here to offer you a choice. Join us, or be annihilated."

"What, _again?_" Nightshade scoffed. "Not much of a choice. Is there a third option?"

"That which does not become part of the one shall become void. You have one cycle to decide. Do not waste that time with hypothetical questions."

"I would rather die free than live a slave. I will fight to the end."

"You will die."

"Then I will die fighting."

In response, the false Waspinator's spark chamber opened, revealing the white orb.

The copied form fell to the ground as the sphere of light detached from its interface circuits and shot through Nightshade's body, paralyzing him as it had done to the true Waspinator.

"I will ask again," Nightshade said as the impostor scanned his body. "What are you?"

_In a few cycles, I will be you,_ the doppelganger replied, speaking directly into Nightshade's neural system. _I will feed off your energy, vaporize your empty shell, take your place among your comrades, and destroy them from within._

"Yeah, good luck with that." Nightshade was already beginning to regain some movement. "I give it half a solar megacycle before someone sees right through you."

_Those who attempt it will be the first to die. As an Agent of Death, I am well trained in the art of death. It is only on the orders of my employers that I have permitted you to live this long._

"Give them my thanks when you get a chance." Nightshade took his shot, punching the doppelganger on its next pass. His fist went harmlessly through the white light--or the light went through his hand; Nightshade couldn't decide which.

_Oh, please,_ the changeling scoffed, stopping in front of Nightshade. _At least let me generate a body that you can physically harm before you give up the element of surprise._

Raw materials began to gather around the doppelganger, orbiting it as more approached. Soon, the various ores had formed a giant, solid egg.

* * *

**-End Chapter Six-**


	7. Duel of the Dragon's Egg

**-Duel of the Dragon's Egg-**

Nightshade knew all too well that this might be his last chance for survival. So he took it, firing on the egg with everything he had. Only when the smoke enveloped them both, and he could no longer see his hands in front of him, did he desist.

When the smoke cleared, the egg was still there, but there was a smooth spiderweb crack in the center of it, which was slowly extending in every direction.

Diverting all of his weapon power to charge his plasma lasers, Nightshade focused their full strength to the junction point where all of the fissures intersected, and let loose. The exertion was beginning to get to him, (or was this doppelganger truly feeding off his power, as it had said?) but his efforts were rewarded when the cracks widened in all directions, pushing further and faster over the stone surface until finally, the entire egg was covered from one end to the other in crisscrossing lines of various width. He was preparing to fire again when his diagnostic circuits interrupted.

"Danger. Energon drain. Power levels at twenty-three percent and falling. Return to beast mode, or stasis lock is imminent."

Left with no other choice, Nightshade transformed. Then movement caught his eye. A large red dragon was approaching, and his scaled head was fixed on the broken stone. Nightshade tried to fly away, but as weakened as he was, he could only hover there, slowly descending as his wings gave out little by little. He couldn't just drop either; the resistance of the wind beneath his wings would probably tear them off when he tried to catch himself.

"Whatever this fascinating thing is," Megatron said as soon as he arrived on the scene, "I claim it as my own in the name of the Predacons."

"I wouldn't recommend it!"

"And why not?" The dragon sneered at Nightshade. "Because you want it for yourself, of course. You pretend to be honorable in an attempt to scare me away from this prize, because you can't fight me in your current condition."

"That thing is the reason I'm _in_ this condition in the _first_ place!"

"Oh? Then let's see what's inside." Megatron fired an ice beam from his dragon's mouth into the widest junction of fissures, and the water in the air slowly expanded as it froze, pushing the broken shell aside.

"_No!_" In spite of himself, Nightshade tried to warn his enemy away. "It'll drain you too!"

Megatron broke off the attack. "Drain? Is that what it did to you?"

"Possibly."

"_Possibly,_" the dragon mocked. "Pardon me if I don't buy it." He continued with his sub-zero assault.

Then twin beams of blood red shot from the open shell straight into Megatron's eyes. His ice thinned out and died as he felt his strength slipping away. For the first time on this planet, perhaps for the first time in his _life_, Megatron felt real fear. He could not turn his eyes away to break the link. He could not even blink as the power flow weakened him further and further. Meanwhile, a white light was steadily growing stronger within the egg; not just through the fissures, but permeating the shell itself.

"Tried to tell you," Nightshade said. He could feel his own power returning, as his beast form slowly restored him. "That's what you get for not listening once in a while."

Finally the red beams receded. Knowing his dual spark could likely extinguish if he remained, Megatron turned tail and flew away.

"Now it's just you and me," Nightshade heard his own voice say from inside the egg, as the white light completely enveloped it. "You will have another moment to regain your depleted energy, while I use the dragon's to replicate your body." The shards of the stone began to shift together, almost as though it were imploding in slow motion.

"This is not about mercy, you understand," the changeling continued. "It's just no fun killing such a weakened target. Besides, you put forward such bravado, I want to see how much of it you can back up."

When the doppelganger's shell had shrunken to about Nightshade's size, it slowly began to melt, as though it were a wax candle being recycled into a new mold.

_My mold,_ Nightshade reminded himself as he watched.

The first real change in the egg's form was the twin spires that rose from its back. They grew straight outward, and when they stopped growing, a spot just below each tip pivoted up, unfolding the spires like paper fans into large bat's wings.

A string of wax, just over half an inch thick, extended from a space near the front of one of the wings, growing longer and longer until it just stopped. The last three-and-a-half inches of the string took definite form while another thread joined the first. When a passing hand and arm had fully formed, a series of ripples pushed down its length, stopping at the wrist to replicate the section of panther's head that was mounted on Nightshade's arm. The changeling repeated the procedure for the other arm, and then started on a pair of legs, building a pair of missile launchers at the hips once they were completed. Then it formed the robotic head.

"Impressive," Nightshade said, when the copied form was complete. "Your powers of observation surpass even mine. I still give it half a solar megacycle before someone figures out that you're not me."

"I am not infallible. There are those who have managed to see through my disguises." The impostor brought a hand in front of its face and flexed the fingers. "And yet I survive to learn from my mistakes. I have been doing this for almost three stellar megacycles. I am prepared to do so again, if need be."

"So tell me; I'm curious. What do I call you?" Nightshade asked.

"Does it matter?" the changeling replied, further testing its new motor skills. "You're going to die soon, anyway. You will be unable to tell anyone else."

"Bold words. I look forward to shoving them down your throat."

The doppelganger smirked.

"Give me a name, at least." Nightshade was insistent.

"If you must call me something, very well. For the last moments of your borrowed time, you may address me as Philaemos."

"'Philaemos.'" Somehow, it sounded familiar. "That's a human dialect, isn't it?"

"Yes; Greek if I remember correctly. I thought it fitting, considering my role on this world. It translates as--"

"'Blood-lover,'" Nightshade finished. "You're right. That _is_fitting." He converted to robot mode. "All right then... Philaemos... how do you want to do this? Guns? Swords? All-out, no-holds-barred slaughter?" His voice almost sounded hopeful as he listed that last option.

"Swords, I think," Philaemos replied. "It gives me the best chance to test the limits of this body."

Both of them extended their laser blades, forging matching ninjaken. Nightshade dove forward first, swinging his blades upward to cross them in front of his chest plate. Philaemos responded by flying to one side as Nightshade approached, forcing him to turn around before Philaemos cut him in half from behind.

A well-timed spiral kick gave Nightshade an early advantage as he turned. He followed through with a swift series of jabs and short swings to keep Philaemos on the defensive, and finished the sequence with a forceful horizontal swipe. A pained hissing rewarded him as Philaemos felt the blade slicing into its ventral plate.

"I will kill you for that," Philaemos said scathingly, as the wound resealed.

"As opposed to all the reasons you were going to kill me a few cycles ago?" Nightshade replied, taking his stance again. "Bring it on."

Philaemos took the first shot this time, bringing one ninjaken forward while pulling back on the other. Nightshade crossed his blades again, pushing down against Philaemos's forward blade. When Philaemos swung its other blade, Nightshade countered by swinging himself up and away, raking the changeling's back with both blades before turning and cutting into Philaemos's wing.

"Look," Nightshade asked as the doppelganger closed the wounds again, "are you just fiddling around with me, or what?"

"Well, there's no fun in it if I kill you outright," Philaemos replied. "I hate it when my targets die too quickly."

"For the record," Nightshade said, striking once more, "I knew as soon as you drew back your blade that you were going to bring it forward again. The position of your elbow was a dead giveaway."

They continued the discussion as the aerial combat began anew.

"Very few have been able to spot my fighting style so fast," Philaemos told him.

"It's not only about style," Nightshade replied. "They just set too much store on the fact that they're fighting a changeling. They see you using their body, and expect your fighting style to be either radically different, or exactly the same.

"I, on the other hand, know where the middle ground is," Nightshade continued. "See, even though your style differs from mine, I know how my body will compensate for the change. Which gives me an early shot at countering any attack you throw at me."

Feeling the effects of the raw Energon fields, Nightshade converted to beast mode. Philaemos followed suit, and the two of them went at it tooth-to-claw-to-sonics.

This went on for another twenty cycles. Then Philaemos decided it'd had enough.

"No more kid gloves," it said, shooting its bloodred beams from its eyes into Nightshade's.

"Famous last words." Nightshade responded with his sonic refractor.

Philaemos didn't have time to react before the powerful beam hit it full in the face, severing the optic link and knocking the doppelganger a good distance away. While the changeling was recovering from Nightshade's attack, the Fuzor took the opportunity to request a diagnostic from his internal repair system.

"Moderate damage. Current power levels holding at forty-seven percent. Further expenditure not recommended."

Nightshade looked back at Philaemos just in time to see it fire a sonic beam.

Nightshade fired his own, pushing back against the doppelganger.

It was clear to both of them that the outcome of this exchange would determine the outcome of the battle.

* * *

"Rhinox, have you seen Nightshade?" Optimus asked. "He should have been back by now, and I'm starting to worry."

"You've seen him more recently than I have," Rhinox replied. "Sorry."

"I would be willing to go after him," Silverbolt said. "Just say the word."

"That's probably a good idea," Optimus said. "Take Cheetor with you, and--"

A series of weak thumps interrupted him. Turning, the three of them saw Nightshade entering the room, heavily damaged.

"Are you alright?" Silverbolt all but yelled, rushing to his friend's aid.

"What happened to you out there?" Optimus asked.

"Op... timus..." The black cat slipped into stasis lock before he could say anything more.

* * *

**-End Chapter Seven-**


	8. Dealing with Death

**-Dealing with Death-**

_If this is REAL death, it isn't so bad,_ Nightshade said to himself, as he looked around within the Matrix. _Okay, sure, I have no body, and what's left of me is comprised entirely of light, but at least I've got plenty of people to talk to._

_Good to know you still look on the bright side, Nightshade,_ a familiar voice answered.

Nightshade turned. _DINOBOT?_

_In the flesh... so to speak, _Dinobot answered. _I was beginning to wonder when I would see you here._

_So now I'm really and truly dead, huh?_

_So it seems. What was that marvelous human expression? Something about magic in persistence._

_'Third time's a charm?'_

_That's the one._

Nightshade took another look around. _So, what do I do?_

_Do? _Dinobot scoffed. _You're dead. You accept it, and you move on._

_No, I mean... What do you do all day, once you've made it here?_

_Well, at this moment, I'd shrug, if I had shoulders._

_That much, huh?_

_Mostly we just float around, bestow ancient wisdom on the current Matrix-bearer when they come inside looking for answers. If I need a friendly ear, then--_

_What ears?_

Dinobot growled.

_Sorry. Had to try my hand at--_

_What hands?_

_Touché._

_As I was saying, if I need someone to talk to, I usually drift over and visit my great-great-uncle Sludge. He's not much for conversation, but at least he isn't prone to sarcastic remarks._

_Do I detect a hint of laconic wit?_ Nightshade would've smiled if he could. _I never took you for a comedian, Dinobot._

_Well, considering the only combat I can get here is a verbal joust, you can bet your bottom Energon cube that sooner or later, I'm going to get pretty good at it._

"As touching as your reunion is, I'm afraid I must interrupt," a new voice said. "Nightshade, was it?"

_That's correct. But who are you?_

"I thought you knew me better than that," the voice replied. "After all, I floated in full view when I attacked you." An image of a white skeleton's face with glowing red eyes appeared in front of the two of them.

_Leave me alone!_ Nightshade yelled at him. _Haven't you done enough already? Have you no respect for the dead?_

_Pretty good for a beginner, _Dinobot commented.

_Thanks, I'm quite happy with it._

"Are you two done?" the skull asked.

_Why do you care?_ Nightshade asked. _I thought you'd love to find me here!_

"You're right; it's quite pleasing to see you getting used to death, Nightshade. All the same, I am here to tell you that you are not actually dead."

_**WHAT?**_

"Your sonic attack _was_ a taxing exertion, and you _have_ short-circuited one too many systems, but you are not dead. I don't know what a mechanical life-form would call it, but the closest human approximation to your current condition would be 'comatose'. Your beast form is making repairs as we speak."

_So where am I? My body, I mean. Philaemos said it would vaporize me once it'd beaten me._

"Originally, it had. But after seeing some of the things Philaemos has done in your place, I saw fit to alter that timeline in your favor."

Nightshade turned toward Dinobot.

_Don't even ask, _Dinobot told him, sensing his confusion. _I don't understand this any more than you do. The 'ancient wisdom of the Matrix' hasn't caught up to that yet._

_All right, freaky skull thing, you've piqued my interest,_ Nightshade conceded. _Explain your position in this matter._

"As I feared it would, Philaemos has dropped out of our control, and has begun operating on its own, without sanction and very much without sense. The changeling's task on Nexus Earth was to divert the time stream back toward its original course. Instead, Philaemos has scanned and copied the forms of your comrades, and is using them for its own personal--and rather perverse--amusement."

_And how exactly have you altered time in my favor?_

"Philaemos is still under the impression that it has vaporized your body, as it had said it would," the skull said. "But while it was doing so, I went back to that time and teleported what was left of you--piece-by-piece, to preserve the changeling's delusion--to our nebula, so that you could repair yourself. While that process is sorting itself out, I am projecting an image of myself into your Matrix, to make a deal with you."

_What kind of a deal?_ Nightshade asked.

"Have I not made that clear? My intent is to help you turn the tables. I am asking you to go back to Nexus Earth. Tell Philaemos directly that it is to return. And destroy the changeling if it does not."

_And in return?_

"The reward is simple: Your life for the pretender. I am uncertain as to whether I am capable of unlocking your original memories, but you would be allowed to... how did you put it? Go your way."

Nightshade couldn't believe what he was hearing. _You would awaken the memories of my first incarnation?_

"If I can."

Nightshade calmed himself, and reviewed the skull's proposal. _My task is to return Philaemos to your control, or failing that, destroy it outright. Upon completion of this task, you will attempt to unlock my original memories, after which I have your word that you will leave me to my own devices. Correct?_

"Not exactly the words I'd have chosen, but a near-perfect summation."

_And suppose I refused, what would happen then?_

"I would simply destroy what remains of your body, and move on. Believe it or not as you choose, but there are several thousand people out there who are still tied to their respective realities, unwilling to leave for want of seeing 'justice' inflicted on Philaemos."

_Then why do you need me specifically?_

"Well, we don't need you specifically, not in the way that you mean," the skull explained. "But there are various small reasons why you are best suited to the task. You have the advantage of experience, you know your own body, you have a fresh memory of Philaemos's fighting style, and you know your way around words, to name but a few. On top of everything else, you would be the easiest one to re-outfit for the task, because we can link the upgrades directly to your neural systems, allowing you to acknowledge and make the most of them without the time-consuming process of trial and error."

_Re-outfit in what way, exactly?_

"Many ways. I could strengthen your armor, put more kick into your weapons, put an extra scanning function into your optic sensors... as the humans say, the sky's the limit."

_I'll need protection against that paralyzing attack of his._

"Philaemos is an Agent of Death. One defeats Death by living."

Nightshade turned back to Dinobot. _You got an answer for that one?_

_Yes, I think so. Now that you have joined the Matrix and properly experienced death, however briefly, it has bestowed a natural immunity upon you, against the powers of this 'Agent of Death.' Because Life is far more powerful than Death. Am I correct? _Dinobot asked the skull.

"Again, not the words I'd have chosen, but a near-perfect summation. Nightshade, once you return to life, your resistance will take effect. Now, if I have answered your questions satisfactorily, is it a deal?"

If Nightshade could have at that moment, he would've smirked. _What the Pit? Bring it on._

**

* * *

**

-End Chapter Eight-


	9. Confronting the Imposter

**-Confronting the Imposter-**

Nightshade awoke within a cloud of glowing grays and reds.

"Now," the Vok said, "what kind of modifications will you need to face Philaemos?"

"Several possible threats present themselves, if Philaemos has copied my friends' forms," Nightshade answered. "I will have to consider each Maximal one at a time."

"Starting with?"

"Well..."

* * *

"Final modifications are complete," the Vok said, two megacycles later. "You are lucky. Though you are _built_ very different, you _look_ exactly as you did before. Philaemos will be none the wiser for seeing you."

His red eyes flashed, and a three-dimensional image of Philaemos speaking with Optimus Primal appeared between the two of them. There was no audio feed, but it looked to Nightshade like Philaemos was having problems wrapping its voice box around any real words.

"You will be returned to Nexus Earth at this point in time," the skull continued. "The one you call 'Optimus Primal' has just begun to understand that the 'Nightshade' that came back from that scouting mission wasn't Nightshade. You will step in from a side corridor."

* * *

For Philaemos, it had been easy to infiltrate the Maximal base. All it'd had to do was replicate various injuries in its disguise, stumble through the gates making all the appropriate pained grunts, and faint in front of Optimus Primal. The moronic monkey had accepted the facade without question.

And in three solar cycles, Philaemos had sown discord and dissention among the Maximals with little trouble.

The one called "Rattrap" had proven invaluable. Using the rodent's open belligerence as a template, Philaemos had drawn a pistol against other Maximals on three separate occasions. Though the doppelganger had never fired the gun, the act of borderline mutiny made for a strong starting point from which anger and distrust toward the rodent weren't far away.

Equally useful was the tension between Cheetor and Silverbolt, which stemmed from their mutual feelings for the spider, Blackarachnia. Two males fighting over one female, however subtle the battle, was a classic rivalry, and always fun to play with. And the fact that Cheetor was so obviously losing the fight made this one doubly amusing.

A megacycle's use of Blackarachnia's body allowed Philaemos to tip the scales of the rivalry, after which it needed only to sit back and enjoy the show.

On the afternoon of the third solar cycle, Philaemos was using Nightshade's body to work at the computer, when Optimus approached, a concerned look on his face.

"Is something wrong, sir?" Philaemos asked.

"I'm just worried about you, Nightshade," Optimus replied. "Maybe I'm imagining it, but lately it feels like there's something different about you."

Philaemos was on guard immediately. "Different? In what way?"

"Something about the way you look at the rest of us. Ever since you came out of the CR Chamber, you've had us all under close scrutiny, almost like you were sizing us up."

"I'm just trying to fit in. It's not easy being me."

"I suppose I can understand." Optimus looked at the mathematical formula displayed on the computer screen. "What are you working on?"

"By reviewing such variables as the rate of Energon consumption, I've been trying to predict when and how the Predacons will strike next," Philaemos replied. "I have thus far determined that a Predacon's evil activity, which can be represented by the letter 'E', is equivalent to the mass of the Predacon in question, 'M', multiplied by the square of his Energon consumption, or 'C'."

"E equals MC squared?"

"That is correct. It is my theory of Pred activity."

"Who are you?" Optimus asked. "And what have you done with Nightshade?"

Its cover blown, Philaemos did not hesitate. Disconnecting itself from the interface circuits of its shell's spark chamber, the sphere of light fired at Optimus Primal--

Only to be repelled almost instantly by a burst of prismatic positrons, as Optimus's resurrected spark overpowered the pretender with the strength of new life.

"Okay," Optimus said, as Philaemos reintegrated with the disguise. "I was joking before--"

"Whoops."

"--But now I'm serious. Who are you, and what have you done with Nightshade?"

"I... Well... Uh..."

"Its name is Philaemos," Nightshade said, stepping into view. "It is an energy-based chameleonic alien life form; in short, it's a doppelganger. And it tried to terminate me, so that it could wreak havoc in my place." He stopped there, enjoying the effect his return was having on the changeling.

"This is _impossible._" Philaemos's voice was hostile. "I vaporized your body, I watched you die."

"You know," Nightshade said, savoring each word, "the Vok would like me to take you alive, so that they might persuade you to return to their control."

"I bet."

"Personally, I'd rather just kill you and call it a day. But let's make it your decision, shall we?"

Philaemos brought forward its wing claws and fired its plasma lasers.

Nightshade folded his wings around him, activating a shield generator. The barrier absorbed the crimson plasma energy, leaving Nightshade unscathed.

"Well, at least we're in accord." Nightshade dropped the shield and watched Philaemos fly away. Optimus made to go after the shape changer, but Nightshade called him back. "That thing is _mine._"

* * *

"You will rue the day you messed with me," Philaemos said, as the two of them circled around outside the Maximal base. "I will make certain you rue the day you messed with me a second time."

"Perhaps when I finally die, I might mourn this wasted time," Nightshade replied. "But for the moment, I am going to enjoy killing you."

Strands of yellow wax seeped out of Philaemos, wrapping themselves around its copy of Nightshade's body. "You wouldn't hurt your friends," it said, taking Cheetor's beast form and voice. "Would you?"

"Not my friends, no." Nightshade took aim with his panther's eye. "But you're not fooling me. You're no friend of mine, regardless of who you look like." He fired three quick photon bursts.

Philaemos jumped aside and kept going, accelerating as it ran in circles around Nightshade, soon moving too fast to be seen at all.

Nightshade muttered something, and his eyes faded from their normal emerald-green to the color of burning gold. Off to his left, he watched as Philaemos seemed to slow down until it almost stopped entirely, and a targeting marker appeared around the image. Nightshade brought forward his wing-claws, which glowed deep purple and fired.

As fast as it was moving, Philaemos didn't have time to stop before the twin beams of quantum energy collided with its shoulder and ribcage, knocking it off its feet.

"Temporal scanner," Nightshade explained as Philaemos got up. "You'll need more than fleet feet to beat that."

Philaemos switched forms, becoming Rattrap's robot mode, popped its forearms to release two bombs, and threw them at Nightshade.

Bringing his arms forward, Nightshade joined them at the wrists and extended his panther's head, firing a pair of sonic pulses from the resulting cannon. Each of Nightshade's shots hit one of the explosives, deflecting them.

"Sonic weapons use blunt force," he said, watching the charges blow at a safe distance from the two fighters. "At low power, that won't set off those kind of explosives, but it _will_ push them away."

Frustrated, Philaemos metamorphosed into Rhinox's beast form and charged.

Disconnecting his arms and returning them to normal, Nightshade held his ground until the last nano-click. Then, grabbing hold of the changeling's horn, he vaulted over it and landed on Philaemos's neck. From there, he extended a laser ninjaken and plunged the pitch-black blade into the beast's tough hide.

With an unearthly bellow of agony, Philaemos reared up, throwing Nightshade from its back--and roared anew as the sword was forcibly torn from its flesh.

"I'm sure you can figure out what went wrong that time," Nightshade said, staying in the air.

Philaemos closed the wound, transmuted into Depthcharge's vehicle mode, and flew away. Nightshade converted to beast mode and took off in hot pursuit.

* * *

"There they are," Rhinox said, pointing at the map. Everyone looked at the two blips, which had just finished their high-speed chase outside a cave.

"Rattrap, Cheetor, Depthcharge, Silverbolt, and Blackarachnia," Optimus said, "you go help Nightshade. And listen to him when he tells you something; he knows this foe better than any of us."

The five Maximals, each knowing that it might take all of their power to finish off Philaemos, exited without hesitation. Once outside, each of them transformed for swift travel and set off together.

* * *

**-End Chapter Nine-**


	10. The Power of Unity

**-The Power of Unity-**

"I suspect that regenerating yourself has drained you of ores," Nightshade said, returning to his robot mode and cornering Philaemos inside the cave.

"What makes you think that?" Philaemos asked, while cursing internally that it had been so obvious.

"Why else would you lead me here, where you can so readily replenish your supply? But go ahead. Gather what you need, and take your pick of battle forms. I'll wait."

"It's clear to me now," Philaemos said, returning its voice to its own penetrating, ghostly whisper, "that none of your comrades could beat you alone, not as you are. And yet..." It began gathering more raw materials. "I can't help but wonder how you would fare against _all of them at once._"

"All-or-nothing, huh?" Nightshade smirked. "Sounds fun."

It wasn't long before Philaemos used the materials it'd already gathered to build on Depthcharge's copied body, until Nightshade was staring at a copy of none other than Optimus Primal himself. But Philaemos wasn't done there. Gathering even more unrefined ores, and exposing some Energon as it did, it built on and changed itself further.

The head was the first thing to change, becoming a larger but otherwise exact replica of Nightshade's beast head. The heavy shield plates mounted on Primal's shoulders twisted themselves into copies of Silverbolt's eagle wings, while the metal wings on his upper arms became replicas of Nightshade's bat wings .

From the back of each forearm, Philaemos forged copies of Depthcharge's manta wings. A copy of the ray's torpedo rifle chiseled itself out of the underside of each forearm, while at the same time a socket formed to hold it there, hidden but for the dorsal fins.

It folded its hands, turning them into heavy cubes, and four holes appeared in each of them, near the corners of the cube face opposite the wrist. Blackarachnia's grapple line appeared from the center of that face, while from each of the other four faces, a long black branch sprouted outward, forming Blackarachnia's spider legs. At each of the arachnoid ankle hinges, her blade fingers curved forward from below, giving Philaemos eight dexterous, three-fingered hands.

Nightshade's missile launchers grew from the outside of Philaemos's thighs, near its knees, while four copies of Cheetor's rocket booster were forged, two to each of its lower legs, on the outside as well.

"Now before we begin," Philaemos asked once it was finished, "have you anything to say?"

"Nothing of any real significance." Nightshade took his stance. "Except to tell you how ugly you look."

Glaring, Philaemos brought forward both hands, spinning them at the wrists like tops, with the spider-leg fingers spread outward. Almost immediately, a swift volley of bullets issued from the holes around the grapple-lines.

_Slag,_ Nightshade thought as he jumped aside, trying to avoid the gunfire even as Philaemos swung the turrets around toward him. _He's smarter than I gave him credit for, placing his weapons like that._

Dodging again, he fired two quick sonic pulses at the shape changer's hands. One shot hit its mark, disabling the left gun. The other slipped between two of the spider legs on the right hand, punching a hole in Philaemos's shoulder.

Momentarily distracted, Philaemos worked to repair the gun. That's when Nightshade noticed something.

_It takes longer for Philaemos to regenerate a complex mechanism. That's how it's vulnerable._

Testing the theory, Nightshade fired his quantum cannons at Philaemos's panther head, where he figured the doppelganger had the highest concentration of moving parts. He was not disappointed; it took a full five cycles to fix that. Seeing the changeling's mouth moving slightly, Nightshade gave it a chance to speak.

"You might have gained the upper hand for now, but it won't last," Philaemos spat at him, along with a small glob of mech fluid. "Your ammunition is not limitless, and these crystals are all but useless to you in their current form. Eventually, I will regain the advantage. And when I do, I will use it to finish our battle once and for all."

"If it would save this planet from your twisted perversions, I would die a thousand times," Nightshade retorted, readying his guns again. "For me, death holds no fear anymore."

"_SO BE IT!_" Philaemos raised an arm and fired a grapple-line, grasping Nightshade around the waist and yanking him forward. Caging Nightshade in its hand, it activated the now repaired gatling gun, blasting at point-blank into Nightshade's torso-plate with complete abandon.

"This is what it means to die a thousand times," Philaemos said, as Nightshade convulsed under the rapid stream of bullets. "Tell me... How does it feel? Where are your convictions now?"

"Right... here!" Extending a laser sword, Nightshade brought it down on the wrist of the hand holding him. The blade burned its way through the metal until the giant hand was cleanly severed off.

Landing hard on his feet, Nightshade shook himself loose of the long fingers.

"I must admit," Philaemos said, "I'm mildly impressed that you have survived this long."

"You'll be mildly _in pieces_ if you don't surrender," Nightshade said offhandedly.

"You really are a delight, aren't you?" the doppelganger asked. "You are but one soldier, and a mere _child_ compared to me. This, against all of your comrades' abilities, and still you believe you can stop me. It's so pathetic that it's almost endearing."

"I was built for this battle. I _will_ win."

"I will make a slight concession," Philaemos said, looking at the stump that had been its wrist. "I had not expected such a reaction from you. But it changes nothing. Time, as well as the battleground, remains on my side." Pointing its arm forward, Philaemos telekinetically recalled the severed hand and reattached it. "As I have just demonstrated, unliving material is mine to command, so long as it remains solid. Even with the interference of the Vok, your chances of stopping me are slim at best."

"Then how about we even the odds?" asked a new voice.

Both of the warriors looked toward the mouth of the cave. Cheetor, Silverbolt, Rattrap, Blackarachnia and Depthcharge were all pointing their guns at Philaemos, ready to fire on command.

* * *

Nightshade jumped backward, out of the way. "Slag it!"

With barely a nano-click to spare, Philaemos did the only thing it could against such an onslaught: It forged a shield from the walls of the cave. As the gunfire hammered against the barrier, Philaemos used the time it'd bought to finish the repairs on its body, exposing more Energon as it gathered more materials to do so.

When it was prepared to face the Maximals, it dropped its shield and launched a grapple-line.

Cheetor jumped away from the hook, rolled and straightened up firing his missiles at the doppelganger. Depthcharge joined in with his torpedoes, while Silverbolt used a sword missile to cut the web-line connecting the hook to the cube.

Nightshade brought forward his panther forelegs and launched a volley of shrapnel from his bat's foot-claws, shredding the grapple hook, then turned them on Philaemos. The tiny blades bit into and through the changeling one after the other.

While Philaemos worked to repair its damaged internal cables, Nightshade extended his wings forward and launched a pair of smoke grenades from the wingtips. These stuck onto Philaemos's neck, spraying a thick black cloud that soon blinded it.

"Fire from all sides!" Nightshade yelled, taking a position in the air and transforming to beast mode. "And don't let up until you've slagged the thing from head to toe! We might not get another shot!"

The five Maximals below him scrambled to five points around the giant warrior. Rattrap shot off rounds from his pistol as fast as he could. Silverbolt and Cheetor launched missiles as soon as they were armed. Depthcharge alternated between his torpedoes and energy disks, while Blackarachnia kept up a steady pace of cyber-venom bursts. And from above, Nightshade pushed down with his sonic beam, serving the dual purpose of damaging and deafening the doppelganger.

Finally, Philaemos fell with a huge _CRASH._

"Is it over?" Cheetor asked, as the dust settled and smoke from the grenades dispersed.

"Well, you know what they say," Rattrap said. "The bigger they are--"

"The more bones they break," Nightshade cut in. "I hate to rain on your parade, but I can't believe it was that easy." Returning to robot mode, he extended his laser ninjaken.

The other Maximals watched as he systematically carved his way through Philaemos's fallen fighting shell from the feet up, growing increasingly grim as he progressed.

"I was afraid of that," Nightshade finally said, stopping at the chest plate. "Look at this."

The others stepped closer to look into the empty spark chamber.

"So his spark is gone," Cheetor said. "He's dead. So what's the problem?"

"The problem, Little Cat, is it didn't _have_ a spark, it _is_ the spark," Nightshade explained. "And the fact that there's no residual scorching here means the spark didn't extinguish. It escaped."

"How very astute of you, Nightshade." Philaemos's voice came from everywhere, followed by an electrical humming that steadily grew higher.

"It's destabilizing the Energon!" Blackarachnia yelled.

"Time to fade, heroes!" Cheetor said. Everyone heeded the warning, transforming to beast mode and running from the cave.

* * *

Silverbolt and Blackarachnia made it outside just before the Energon exploded, collapsing the cavern. As the dust cleared, the six Maximals looked back at what had been the battleground.

"Now is it over?" Cheetor asked. "I mean, without a beast mode to protect him, how could he have survived?"

"Given what we've seen already," Blackarachnia said, "I wouldn't be surprised if he's still in there somewhere."

As if in answer, a fully restored copy of Philaemos's battle form burst out of the rubble.

"How do we stop this demigod?" Silverbolt asked, transforming to robot mode.

"We keep pushing until something gives," Nightshade replied, taking to the air. "And then, we push _harder._" He fired a sonic beam at the changeling, who responded with his own.

As the two beams pounded against each other, Silverbolt took his opportunity to swing around and strike from behind, firing two feather missiles at the shoulder joint of one of Philaemos's eagle wings.

The impact disabled the wing and knocked the doppelganger off balance, allowing Nightshade to destroy the other feathered wing with his sonic power.

Rattrap converted to robot form, released a bomb and threw it at the hulking machine. The bomb stuck to the underside of Philaemos's manta wing, and the explosion snapped the fin clear off of the doppelganger's arm, melting the joint.

Philaemos retaliated against Rattrap by bringing forward its other manta wing and launching an energy disc from the middle of the curved edge.

Cheetor used the speed of his beast mode to push Rattrap out of the way. The disc flew past Cheetor's tail and burst harmlessly against the ground.

Transforming, Cheetor pulled his missile launcher from his back and fired at Philaemos's leg, destroying one of the boosters mounted below the knee.

Focusing its efforts on Cheetor now, Philaemos extended its torpedo cannons and launched four shots at the saber-toothed cat.

Cheetor was able to dodge most of the shots completely, but the fourth caught his chest plate while he was cartwheeling away from the third.

Blackarachnia cushioned Cheetor's fall with a web, then transformed to fire a volley of cyber-venom bolts at Philaemos, who responded by telekinetically bringing forward his broken manta wing as a shield between them.

Annoyed but undaunted, Nightshade transformed and fired his shrapnel guns at the barrier, shredding it in less than a cycle.

Nightshade then joined Blackarachnia in her assault, the two of them firing at everything they could set their sights on. Between them, they were able to destroy one of Philaemos's bat wings, its other manta fin, and the disabled eagle wing before Philaemos could react.

Philaemos, in turn, activated its second bat's wing, firing a plasma laser at Blackarachnia.

Seeing his lady fall under the changeling's attack, Silverbolt went berserk. Pulling two feathers from his wings, he dove forward, firing missiles at the hulking brute until he got close enough to use his swords.

Chopping at Philaemos's hand, the wolf warrior managed to sever three of the spider-leg fingers, but his brash actions cost him when Philaemos swung its other hand around and let loose a volley of machine-gun fire at point-blank range.

Silverbolt's swords fell from his hands as he was thrown back by the force of the brute's attack, howling in pain. The swords, having armed themselves as soon as they left their owner's fingers, exploded when they hit the ground next to Philaemos's foot, destroying the booster near the ankle.

Depthcharge, still in vehicle mode, scooped Silverbolt out of the air and turned to fire a series of energy discs at the doppelganger's undamaged hand, which didn't stay undamaged for long.

Rattrap, deciding he'd waited long enough, released and threw his other bomb onto the changeling's other hand, destroying it.

With only a smoking mess on each wrist where its hands had been, Philaemos could see that these beast warriors meant business. It responded in kind, bringing its torpedo cannons and hip-mounted missile launchers to bear and firing them as fast as they would reload.

Cheetor, Rattrap, Depthcharge, and Nightshade were hard-pressed to avoid the projectiles as they flew every which way, but careful maneuvering allowed each of them to take out one of the guns trained on their friends.

Depthcharge took the opportunity to set Silverbolt next to a recovering Blackarachnia, then transformed to robot mode for some real combat.

Philaemos indulged him, firing the twin boosters on its leg and executing a low spiral kick. The extra velocity in the war machine's foot allowed it to knock Depthcharge away from the battleground.

As Philaemos lowered its leg, Rattrap pulled out his pistol and shot at the last two boosters, destroying them.

His eye glowing, Philaemos turned his giant panther's head toward Rattrap and fired a quasar bolt. Rattrap jumped away from the energy projectile, and Nightshade fired a short burst of shrapnel into the behemoth's eye.

Unwilling to surrender, Philaemos faced Nightshade, firing a sonic beam at the black warrior, but Blackarachnia infected the gigantic fighter with a cyber-venom bolt straight to the lower jaw, forcing it to break off the attack.

"Who says shooting off your mouth doesn't get you anywhere?" she asked, as the triple dose of cyber-venom coursed through the brute's sonic refraction system, from ears to throat and back, and shut the whole thing down.

Philaemos looked at Blackarachnia with its remaining eye, and brought forward its bat's wing, charging the plasma laser for a final strike.

"Oh, no you don't, slag-vac!" Cheetor stepped in front of Blackarachnia and fired a series of shots from his missile launcher, punching holes through the wing until the unstable plasma energy finished the job.

Thoroughly enraged by now, the hulking monster turned its attention toward Cheetor and opened its chest plate, releasing its primary cannons and settling the targeting beam on the bladed cat.

Time seemed to slow down as Philaemos opened fire. Nightshade swooped down toward Cheetor and closed his wings to activate his shield generator, placing himself between Philaemos and its intended prey, with barely a nano-click to spare before the cannon fire hit.

Nightshade felt every point of impact as Philaemos pounded against his barrier from behind with its pulse lasers, but the shield held.

"Are you alright?" he asked.

Shocked, Cheetor stared into Nightshade's optics. "How did you do that?"

"Do what?"

"When that thing started shooting, you vanished. Poof. Not even half a click later, here you are, taking shots for me. And here I am, wondering how in slag I missed it."

"This is hardly the time to be discussing teleportation, Little Cat." Nightshade could feel his shield slipping away, little by little. "It'd be more prudent right now to figure out how to stop my barrier from failing."

"Reinforce it."

Both of the cats looked to Depthcharge as he stepped up behind Cheetor.

"My wings are wide enough to shield all five of you," he whispered, "and you're strong enough to hold me up. Nightshade, you're in charge of killing those cannons before they kill me."

"What're you--"

"_NOW!_" Depthcharge transformed to beast mode, and Rattrap, Cheetor and Blackarachnia took hold of his thrusters, setting him end-up between Philaemos and the rest of the Maximals.

Nightshade disengaged his shield and looked over the edge of the aquatic warrior's wing at Philaemos, taking careful aim at the hulking monstrosity.

"Hurry up," Depthcharge said weakly.

Nightshade charged his quantum cannons and fired.

To its credit, Philaemos tried to fight back, keeping up a steady stream of photon charges to push against the quantum energy. But in the end, the effort required to keep going proved too much for it to handle. Its laser pulses slowly grew weaker, until Nightshade was shooting straight into the muzzles of the twin pulse cannons.

The quantum energy connected with the power matrix for the laser pulses, causing a backlash that tore the changeling's torso apart from the inside, leaving it almost completely scrapped.

The Maximals looked on as Philaemos fell back. It was hunched over, all of its weapons had been completely disabled or destroyed, and it was limping so badly that it could barely stand.

Then it spoke, as if to empty air. "I understand, Lord Cretrades. It shall be as you say."

With these words, Philaemos compacted what was left of its battle form to the size of Rattrap's beast mode and gathered the loose rubble that had been the cavern around itself. Sealing the stones in place, it rose into the sky.

"You alright, Captain Minnow?" Rattrap asked.

"I'll survive," was the reply. "Death couldn't possibly be this painful."

"Can you fly, at least?" Silverbolt asked.

"If you can, with your many bullet holes, then so can I."

"Good," Nightshade said. "We should all head back to base, and I suggest we all make use of our internal repair systems until we get there. Beast mode."

* * *

On the way back, Nightshade caught Silverbolt's voice behind him.

"Teleportation is a moderately sound theory, Cheetor," the winged wolf was saying. "But it doesn't account for everything. How could he have rematerialized with his shields active, when they weren't active to start with? I don't think teleportation does that."

"Well, I can run at mach two, and still see enough of the terrain that I don't hit anything," Cheetor replied. "So if he didn't teleport, then he must have been moving pretty fast to escape my eyes. I mean, I saw him twitch, and that was it. Did any of you know he could do that?"

"I'm not sure even _he_ knew he could do that," Blackarachnia said.

* * *

**-End Chapter Ten-**


	11. A New Threat

**-A New Threat-**

Even with combined efforts of the CR Chamber and the Maximals' beast modes working nonstop, it took almost three solar cycles to complete the repairs.

Nightshade spent most of that time brooding over what Philaemos might be up to. "I can't believe it's over," he'd say, whenever someone asked what was going on. "I can't believe Philaemos would fight so hard, only to give up."

"Did Philaemos say anything about what it was doing?" Optimus asked finally.

"It only said, 'It shall be as you say'," Nightshade replied. "I think Philaemos is taking orders from someone else."

"Did it mention a name?"

"Yeah. A Lord... _Creh_-trah-dess. And that troubles me."

"Why?"

"Well, think about it. If Philaemos didn't betray the Vok, why would one of them go to such great lengths to recruit me from the Matrix? But if Philaemos _did_ betray the Vok, as their representative had said, then whoever or whatever Philaemos is taking orders from must be very powerful."

Nightshade's com-link activated. "Nightshade, it's Rhinox. Bring everyone you can find to the bridge. You need to see this."

* * *

"You were right, Nightshade," Rhinox said, pointing at the computer. "It's not over. Take a look."

On the monitor, the large stone exited the atmosphere, stopping a few kilometers away from the planet.

"That's where it went after it left you behind," Rhinox continued. "It's been holding a geosynchronous orbit up there ever since."

"What's it doing up there?" Cheetor asked.

Rhinox activated the scanner for an update, and magnified the image. Clouds of regolith had settled and were still settling onto the rock, linking with it and multiplying its mass exponentially. In three solar cycles, the stone had grown to immense size.

"It's amazing how so many little things can add up to so much," Nightshade remarked.

"Warning," the computer said in its flat monotone. "Meteor closing in at vector three-six-seven. Impact in five point three megacycles."

The Maximals took another look at the screen, where the floating rock was now slowly descending toward the _Ark._

"Well, that's that," Rattrap said. "We're all gonna die."

"We have to stop that thing," Optimus said. "That meteor must not touch the _Ark!_"

"But if too many of us are out there, Megaturkey might come here!" Cheetor said. "Who do we send?"

"Send Nightshade," Rattrap replied. "It's his mark; ergo, it's his job."

"But what if I screw it up?" Nightshade asked nervously. "We'd all die, because of me."

"You could at least make a plan of attack," Optimus said. "You did fine last time."

"The tiniest error in any one out of a hundred billion calculations, and we could all be erased from existence," Nightshade protested. "I didn't have that hanging over my head last time."

"Philaemos is throwing a rock at us that's three times the size of the _Ark!_" Blackarachnia snapped. "You think that _won't_ do the job? At least if something's done, there's a chance we can live through it."

"The stakes are exactly the same as they were before," Silverbolt added. "The only thing holding you back is your own fear of failure."

"You can pull this off, Nightshade," Cheetor said.

Dispirited, Nightshade closed his eyes and hung his head in defeat. "I can't."

"You _can,_" Cheetor insisted. "I believe in you, Black Cat. We all do. And so would Tigatron, and Airazor, _and Dinobot._"

At the mention of his old friends' names, Nightshade's eyes snapped open.

"Who's with me?" he asked resolutely. "Right now, in or out?"

"I'm not built to fly at that altitude," Depthcharge said. "But I can join you if you need help later."

"I don't know if I can help at all," Silverbolt said, "but I'm willing to try. I'm in."

"Why am I not surprised?" Rattrap asked. "I'm going with you, Nightshade."

"You? That's a first," Blackarachnia said. "Well, I'm in."

"I'm in, too," Cheetor said. "All the way."

"I'd be more use down here, trying to get a defensive grid online," Rhinox said.

"And I'll have to stay here, to make sure Megatron doesn't take the _Ark,_" Optimus added. "He's about due to make an attempt."

"So be it." Nightshade took charge of the operation quickly. "Those of you who're joining me, here's the plan..."

* * *

"Computer," Nightshade commanded. "Projection."

"Meteor impact in four point three five megacycles."

Nightshade was piloting the _Alpha Seven_ upward at breakneck speed. Silverbolt, Rattrap, Cheetor and Blackarachnia were behind him on the bridge, gazing over his shoulders at the gigantic stone looming ahead.

Slowing down as they came within range, Nightshade activated the ship's tectonic scanner. It was designed to look for fault lines in a potential landing site. Nightshade was using it here was to find a weak point in the rock's surface.

What Nightshade found was nothing short of astonishing. Without hesitating, he fired the ship's laser cannons at one end of the stone.

"Gravitational disturbance detected."

The warning came too late. A tractor beam ensnared the scouter, pulling it and everyone aboard through the hole that Nightshade had made with his lasers.

* * *

**-End Chapter Eleven-**


	12. The Labyrinth

**-The Labyrinth-**

"Computer, activate exterior lights."

The room around the ship brightened up at Nightshade's command. A single corridor could be seen ahead, extending into the darkness beyond the illumination that the scouter provided.

"Okay," Nightshade said. "Right now, on the fly, new plan."

"What's this all about?" Cheetor asked.

"Well, to sum up," Nightshade replied, "this isn't just a meteor. It's a maze. I estimate roughly three miles of tunnels winding back and forth around this hunk of rock, at the center of which is a thermo-gravity matrix. That's what's holding this whole thing together, and also what's keeping it heat-shielded. If we can get to it and destroy it, we win.

"We have to assume there's traps along our path, and I imagine that they'll get worse as we get closer to the objective," Nightshade continued. "Rattrap and I will take point. With our combined knowledge of infiltration, we have the best chance of making it to the center. Silverbolt and Blackarachnia, you're with us."

"What do you want me to do, Black Cat?" Cheetor asked.

"Cheetor, I imagine this'll be rough for you, but you'll have to wait here," Nightshade replied, activating another scanner. "You'll be tracking us with this, and giving us updates on the corridors."

"Got it." Cheetor threw a quick salute.

Rattrap pulled the release lever for the outer hatch. "First floor: Hiking boots, children's apparel, and artificial gravity generators. Everybody out."

* * *

The four Maximals stopped at a fork in the road.

"Cheetor," Nightshade called over his com-link, "can you hear me?"

"Loud and clear, Black Cat."

"So which way do we go from here?"

"I don't know," Cheetor said. "How do you work this thing?"

"Hang on." Nightshade linked his arms together and launched a series of sound waves down the tunnels. "A button should be lighting up on the console now. Press it and you'll get a map of the tunnels from this position."

"Okay, I got it. The path on your left extends for about a dozen meters, then stops. Dead end. On your right, you've got another fork, three ways. I can't see past that."

"It's a start." Nightshade looked down the tunnel (which, like the entire complex thus far, was lit by softly glowing lamps). "Thanks."

* * *

Nightshade repeated the procedure at the second fork.

"Center's a dead end," Cheetor told them. "The other two stick together for about twenty meters, then move off in different directions."

Nightshade sighed, closing the link. "We'll have to split up," he said. "Blackarachnia, you're with me. Silverbolt, you go with Rattrap."

"My place is at my lady's side," Silverbolt protested.

"Not today, it isn't," Nightshade replied. "We have just under four megacycles to find our way to the center of the maze, and destroy the gravity matrix. If we pull it off, the entire meteor falls apart around us. Rattrap's going to need air support when that happens. And in the meantime, you're going to need to stay focused on the job at hand."

"But--"

"We ain't got time for this, Bird-dog," Rattrap said, grabbing Silverbolt's wing. "Get with the program."

"Hold on, Rattrap." Nightshade opened his torso plate and pulled a device from the cavity. "Put this on your pistol. It'll simulate my use of echolocation to update our info on these caves. Trust me; _you don't want to charge in blind._"

Noting the emphasis, Rattrap accepted the device and attached to the side of his gun barrel, then pulled a demolition charge from his arm. "Here. Just in case."

"Good idea." Nightshade carefully secured the explosive in his torso socket.

"Till all are one."

* * *

-Estimated Time to Impact: Three point six five megacycles.

"Get down!"

Nightshade unceremoniously shoved Blackarachnia aside as the pulse blast rebounded at them from around the corner. Activating his shield generator, the black Fuzor allowed the shot to hit the barrier and waited for a moment.

When no other shots came forward, Nightshade cautiously dropped the shield.

"Well, at least now we _know_ there's traps," Blackarachnia said, looking up the corridor.

"Yep," Nightshade agreed. "I probably don't even need to say this--"

"Then don't."

"Okay, then."

The two of them proceeded onward.

* * *

-Estimated Time to Impact: Two point nine megacycles.

"Hah!"

Rattrap whooped as his shot hit the turret, destroying it. That made seven now, and they seemed to be coming at a steady rate.

"How are you faring, Nightshade?" Silverbolt asked over the com-link.

"Not too bad, all told," was the reply. "And you?"

"Taking the auto-guns into account, I think we've set a good pace. And the guns themselves are little more than a distraction."

"All the same, you should stay on your toes," Nightshade cautioned. "If I know Philaemos at all, he's probably got something really nasty planned for later."

"Understood."

* * *

-Estimated Time to Impact: Two point two seven megacycles.

"Jump!"

Blackarachnia climbed up the wall as the zero-friction fluid bubbled up from below.

Nightshade wasn't so quick, and slid forward when the liquid connected with his foot.

A quick web-line saved him from being carried down what appeared to be a garbage chute.

"All your experience as a saboteur," Blackarachnia said, reeling him in, "and you let yourself get caught by _that?_ It's an amateur's mistake."

"I've missed a good deal in the past three stellar megacycles," Nightshade replied, extending his claws and latching onto the wall. "This defensive technology is unfamiliar; _that's_ why it took me by surprise. It won't happen again."

* * *

-Estimated Time to Impact: One point seven six megacycles.

"_Whoa!_"

Turning a corner, Silverbolt jumped back as a heavy bladed pendulum swung across his path. Looking down the corridor, he could see no less than seven identical blades moving back and forth.

"Your turn to think of something, Flyboy," Rattrap said.

"Very well." Silverbolt extended a wing forward and fired at the first pendulum, but the blade moved out of the way. The missile continued on down the line, passing all of the metal shafts until it exploded against the far wall.

"It is as I expected," he said.

"You wanna clue me in?" Rattrap replied.

"At any given time, the combined breadth of these blades stretches from one wall to the other, making this trap appear impassable," Silverbolt explained. "But because the blades are in constant motion at a consistent rate, an object moving at the proper speed can travel down one side of the corridor, passing each pendulum at the height of its swing on the other side."

"Okay, then." Rattrap converted to vehicle mode. Carefully aligning himself along the wall, he revved his engine, watching the blades swing back and forth.

As the first pendulum swung out of his way, Rattrap fires his exhaust pipes and launched himself through the gauntlet. A few clicks later, Silverbolt heard Rattrap's voice from beyond the trap.

"Can you fly fast enough, or do you need a ride?"

"Neither." Silverbolt transformed to beast mode and tucked in his wings. "After watching you, I believe I can crawl low enough to slip below the blades, as long as I stay near the wall."

After Silverbolt had joined Rattrap at the other end of the corridor, the two of them proceeded.

* * *

-Estimated Time to Impact: One point three seven megacycles.

Blackarachnia almost didn't have time to react when the floor moved beneath her.

Leaping forward as the trapdoor opened, the spider plunged her claws into the wall as she fell into the pit.

She hung for moment above the needle-sharp Energon crystals that lined the bottom of the trap, then started climbing out.

"You okay?" Nightshade asked.

"I'll be fine," Blackarachnia said as she pulled herself over the rim. "But the sooner we get out of here, the better."

"Amen, sister."

* * *

**-End Chapter Twelve-**


	13. Notice of Hiatus

**-Notice of Hiatus-**

I know I've been taking a long time to upload new chapters. I haven't forgotten this story, but since I already know how and where this installment ends and the next begins, I'm having a hard time finding the momentum to actually fill in the middle.

Until my driving force returns, this section of the story will remain as it is. In the meantime, I will direct my efforts back toward the latest installment. I'd like to take this opportunity to thank you, the reader, for your patience and your understanding. Rest assured, I won't give up so easily.

Wolf Skinchanger


End file.
